The Night Gwen Stacy Lived
by Quiet Artifact
Summary: In the aftermath of Electro's death and the fall of Harry Osborn, Peter and Gwen stay in New York to defend the city against the machinations of all those who would see it, and Spider-Man, burn to the ground. Plenty of action and detail to satisfy all my fellow nerds, and also a good amount of romance between Peter and Gwen. Rated T for violence
1. Chapter 1

**Hey guys, just a little introduction to the story here. I wrote this because I've always loved Gwen Stacy about 1000x more than MJ, just something about her is perfect, and I cried a little when I read the comic which includes her death. And of course, the new Spider-Man movie can't help but follow along, which includes *SPOILERS* the death of one of the best romances ever. So to keep myself from being too depressed, I decided to write my own ending to the story, which leads into an entire new adventure for Peter and Gwen. This involves spoilers from The Amazing Spider-Man and The Amazing Spider-Man 2, so read with caution and I hope you all enjoy!**

**UPDATE: This and chapter 2 are now combined, so one less chapter, but a lot more substance! Enjoy!**

* * *

_Time stopped._

As Peter looked on. Helpless from such a distance, he saw the love of his life, Gwen Stacy, falling out of the grasp of Harry Osborn, or the monster he had become.

"NOOOOOOOOO!" with a shout that could be heard from miles away, Peter lunged himself off of the side of the bridge, towards Gwen, towards the water, and towards death. _"Okay,"_ he thought,_ "I have one shot at this. I can't shoot a web underneath her, the impact would kill her. I can't even grab her and pull her up, it would snap her back. My only option is to swing in at just the right moment, and wrap us both up to avoid the impact." _

From the top of the Manhattan Bridge, there was nowhere to go but straight down. Gwen never thought for a moment that Harry would drop her, actually drop her, and try to kill her. But all those thoughts were replaced with one thing….Peter. The boy she loved, the boy that had to avoid her to comply with her father's selfish promise, the boy that she would never stop loving. _"No, this isn't how it should end. It CAN'T end this way." _Her mind focused on him, and only him. Quickly losing consciousness, it was becoming harder and harder to focus, in the darkness of the night, all she could see were the lights of the skyline reflecting on the river's cold water.

All Peter could hear were the shouts of civilians trying to catch a glimpse of what was happening, and the insane cackling of his best friend turned killer flying away, back to whatever pit he came from. He would deal with that later, but for now he tried to drain it all out and focus on the one thing that mattered, getting down to Gwen. _"500 feet left, I've gotta do it now!" _He thought, but another voice inside him screamed, _"No! It's still too high. Wait just a little longer, you can do this Parker. She's Gwen, your Gwen, you can do it." _And so he waited, streaming through the air at an alarming speed. Finally, when he reached only about 200 feet above the water and he was about 100 feet below Gwen, he shot a web straight up to the support beam on the bottom of the bridge, and as the cable straightened after reaching its mark, he swung in her direction, ready to catch her.

As she finally was about to pass out from the shock of falling so far, the last thing Gwen Stacy saw before losing consciousness was a dark silhouette racing towards her and a silver stream enveloping her entire person, she felt Peter crash into her, and all went black.

"Gwen, Gwen don't worry, I've got you, we're gonna be fine." Peter desperately tried to cover them both in a web cocoon that would absorb the impact blow from the water. _"50 feet….30…..20….10…." _

**CRASH!**

If you've ever heard a dive from a high point, a rock, or maybe a diving board, you know that from a fair distance, the impact can sound like concrete, and feel like it too. The web cocoon absorbed the blow from hitting the water, but shattered upon impact as they went down. Gwen was out cold, and it was up to Peter to get them both to safety. He grabbed Gwen and swam furiously towards the surface, and soon as he broke the water, he made for the first bit of land he could find. He quickly pulled her up onto the rocks, pulling off his mask, Peter tried to keep her heart going. "Gwen, come on, stay with me. You're gonna be fine, I told you. We're gonna go to Oxford. You'll be a famous biochemist and I'll continue fighting crime, we have a plan, you can't die yet!" His words became sobs. "I promised your father, and I broke that promise. I broke that promise!" He slowly resigned himself to her death when he saw no breath.

Suddenly, it all came rushing back. The lights, the sounds, she felt life again. Gwen woke up on the rock next to Peter, watching him and listening to his incoherent sobs at her death. She sits up as best she can and puts an arm on his shoulder.

"Whoa there, Parker," She tried to catch her breath in between sentences, "I'm not dead yet."

"Gwen, how did yo-.." He stammered trying to clear his eyes "I-I thought you had….I..I saw…"

Suddenly, Gwen leaned in towards him. She wrapped both arms around his back, pressing her lips to his. She was tired, absolutely exhausted, but for this, she had the energy. The passion was intense, and Peter felt it.

Gwen pulled away for a moment and stared straight into Peter's brown eyes. "I know what you thought, and I'm here to say I'm not going anywhere."

They stare at each other for a moment. Of course, they both had thought the other was dead for the time being, so to them, it was like seeing each other's ghosts, and they couldn't have been happier. Peter returned the embrace, softly crying into her shoulder. As they held each other, leaning up against the soft rocks, they soon drifted off to sleep. Just before succumbing to the final pressures of rest, Gwen's mind raced with thoughts of the future. Oxford? New York? What would her family think about all this? It didn't matter. Not when she had her Spiderman, no, her Peter, alongside her.

* * *

As the sun rose ever so slightly above the Manhattan skyline, the rays of sunlight brushed Gwen's face with a soft, yet intense warmth. She stirred and struggled for a moment before finally forcing her eyes open. Leaning her head up slightly, she noticed the face staring straight back at her, with eyes that hadn't shut all night long. _"He was watching me...he didn't once let me out of his sight."_

"Good morning." Peter softly whispered as he brought one hand up to brush the hair out of her face, he caressed her cheek with his thumb, taking in the warmth of her smooth skin. He turned his face and looked up at the empty sky for a moment before feeling warm on his cheek, a kiss.

"Good morning to you, my hero." Gwen smiled brightly at him with her green eyes reflecting the sunlight ever so slightly.

"You know...you uh, yo-you might wanna shower." Peter couldn't keep a straight face and quickly tried to suppress his laugh so he could talk. "You-you kind of smell like, like uh, well...fish."

Gwen dropped her mouth open, feigning offense. "Well thanks! I see how it is now, save me from death then tell me I smell like fish? Great seduction technique bug boy!" She punched him in the shoulder, which of course never did anything. "Besides, I could say the same for you, you might have a little something on your face." She reached over and wiped the left side of Peter's head, quickly retracting her soaked hand. "Peter! You're still...you're still bleeding...a lot." She showed him her palm covered in his blood.

Peter reached a hand up to feel the side of his head. "Really? I-I hadn't noticed, too busy with...you know...saving you." He chuckled as Gwen punched him again. "Well, I uh, I guess we both got stuff to fix, don't we?"

Just then, Gwen snapped back into reality. _"_Mom, the boys, what the hell are they going to think? There's no way they didn't see the television last night. They've got to be going insane right now!"

"Don't worry, it'll be fine. Going home, I mean" Peter reassured her, he always seemed to know what to say, even if he really didn't. "Of course, they might be a little pissed you spent the night with their friendly neighborhood Spiderman, but I'm sure they'll get over the initial shock eventually."

"Peter, seriously, what are they going to say? They had to have seen what happened last night. They must think I'm dead by now, and-"

Peter cupped her face in his gloved hands and stared into her eyes. "Gwendolyn Stacy, everything will be fine. Do you know why? Well, be-because I love you, and I, I am never leaving you, ever. Everything that happens now, we do together, got it?"

All she could do was nod her head furiously in agreement.

"Alrighty, I guess it's time we got you all cleaned up and brought back to your family, whaddya' say?" Peter asked as he stood up. He motioned to her to grab onto him, about to go off swinging through the city again.

"Wait!" Gwen pulled away and reached to the ground, pulling something out from in between the rocks. It was his mask. "Here, Spiderman can't go around without this."

Peter smiled. "Thanks, Gwen."

"I mean," she continued, "think of how much trouble I would be in if my mom knew it was YOU." She caught his sudden glare in the middle of donning the mask, indicating her subtle jab worked. "Oh don't worry, I'm just kidding."

"Okay, no insulting the guy who's carrying you 300 feet in the air!" Peter snaked an arm around Gwen's waist and shot a biocable up the side of the bridge, bringing them back up to street level. Landing on the side, somewhat out of side, he shot another cable up and around the corner of the bridge's tower, the entrance to Upper Manhattan.

"This!" Gwen shouted above all the car horns and yelling that populated the city, "This I could get used to!" She couldn't tell but Peter's smiling like an idiot underneath his mask.

* * *

_**1 week later….12th avenue….7:30 p.m.**_

"So, England?" Peter took a bite of gelato and looked at Gwen questioningly. A week ago, he was ready to drop absolutely everything and move with her to England, to spend the rest of his life with her. But now, things were different. In the span of one night everything had changed drastically.

She looked back and him and those big brown doe eyes. Gwen couldn't help but smile, even after everything they had been through only a week before. All she could manage was "England.". She had almost forgotten about the previous plan to move to Oxford and study her passion, biochemistry, and sharing life with Peter, her Peter. That was before the near-death experience that came in the form of Harry Osborn, however. "Peter, I-"

He cut her off in that nervous, cute way she always loves.

"I was thinking the same thing! We could-"

"Exactly, we wouldn't have to worry about-"

Somehow without even finishing their own sentences they knew the decision they've made, to stay in New York. It was too dangerous to leave now, to leave the city in such suspense and terror, and they didn't even know it yet. Harry would come back, and something told Peter that it would be soon, and worse than before. Even though he didn't quite understand how anything could be worse than nearly losing Gwen….with the exception of actually losing her. He shuddered at the thought of it, and quickly put it to rest. He quickly changed the subject. "So, since we'll be staying here, what about Empire State? It's a high ranked school, you could continue your studies without missing a beat, except maybe OsCorp.."

"What about OsCorp?" She looked at him confused. Could she really give up this amazing opportunity? Of course she's had a few run ins with trouble recently, but it was a great asset to Peter. "I can't give that up, you need someone on the inside, I can get information easily." Peter gave her a strained look, she knew she wasn't making this easy for him, she never would.

Peter shook his head slowly. "It's enough that Harry's turned on us, I-I couldn't bear it if he came after you again. He'd know EXACTLY where to find you, and-" He brought his eyes down to the table, he couldn't finish the sentence.

Gwen reached across the table and took his hand in her soft palm. "Peter, I'll be fine. Harry's disgraced, he can't get back in short of blowing up the door, and by then, you'll be there to help. Right?"

"Of course, bu-"

"Then it's settled, I'm staying at OsCorp while we're at Empire State."

"We?" Peter hadn't given much thought to college life. He barely made it through high school, would he really be able to finish college with all this crap going on in life right now?

Gwen looked at him like he had just grown another eye. "Yes. We. If I have to stay here where it's safe and enroll in Empire, so do you. It's part of life, Peter. What happens when all this is over? We need something to fall back on when…." Gwen trailed off. The thought of a normal life was appealing, one without Spiderman, and villains. A life where they went to school together, got married, had children, and retired to live long and adventurous lives together.

"When….?" Peter looked at her with those sarcastic, expectant eyes. He noticed her cheeks turning as red as the spandex of his suit.

Gwen quickly took another bite of gelato, hoping to hide her embarrassment, to no avail. Peter knew, he always knew what she was thinking it seemed. She watched him grin with that stupid boyish grin of his. It was like a light popped on inside his head.

"Oh, I get it!"

Gwen shook her head mockingly and threw out her best sarcastic voice. "Oh, do you now?"

"Of course, you think you'll end up being the lucky spouse of your friendly neighborhood Spider— CRAP!"

Gwen smacked him in the eye with gelato to try to end the embarrassment before it got any worse. "Oh I'm sorry, did I catch _Spiderman_ by surprise?" She tried to keep the S-word down in public, but sometimes it slipped out.

Peter laughed slightly while clearing his eye of the freezing, sticky substance. "Sometimes..sometimes I hate you, you know that?"

"Yeah, well, you still love me 80% of the time."

"75%"

Gwen put an incredulous look on her face, hiding her embarrassment. "95% and you know it!"

Peter threw up his hands in defeat. "Fine, 95% it is then!" He couldn't help but smile and laugh at the woman that happened to be sitting across from him. The woman that he loved, and that loved him right back.

* * *

_**Ravencroft Institute for the Criminally Insane….around 2 a.m.**_

"Ahhh, Mr. Fiers….so wonderful to see you again."

The man in the hat barely acknowledged the greeting, and simply stated, "I want to see patient 00378. Now."

Doctor Lorne knew better than to argue. Immediately he opened the requested cell door. He didn't understand why Mr. Fiers insisted on these late night meetings with Osborn, he was just an insane little brat with severe multiple personality disorder. One minute, he was his semi-normal childish self, the next he's darting around the room cackling like a demon screeching about a goblin. "Damn fool." He muttered under his breath once he was alone.

Gustav Fiers stepped into Harry's cell. To the gentleman, the kid seemed docile for the time being. "So, I have good news and bad news. Which one would you like first?"

"Just tell me." Harry didn't turn to face his visitor, he just stared at his warped reflection in his cell's broken mirror.

"Well, the bad news is that Stacy girl is alive and apparently plans on sticking around OsCorp a while longer, the good news is, Spiderman's staying too."

"Anything else? What about our earlier discussion?"

"About the team? How many did you have in mind?"

Harry's eyes narrowed. "Let's keep it small, 6 at the most. I don't want them eating each other."

"Fair enough, I have one candidate so far, Aleksei Systevitch, he's more than willing to join up."

Harry grew a one sided, wry smile. "Good, get him out and load him up then."

"Where do we get what we need? I'm sure you can't just make it appear out of thin air boy."

Harry chuckled, "No, everything you need is already at OsCorp. Like I said, get him out and get him loaded up." He felt it coming back….he…._IT_…was taking over again. He felt his hair stand up on the back of his neck and his face contort again, oh the pain it caused him.

Gustav knew it was time to leave, that thing was coming back. As much as he disapproved of the kid sometimes, seeing this….monster….take over him like it did was just painful.

Harry's last words before he's lost for the night, "Special projects, you'll find it….all….THERE! AGH!" and in a second, he was gone. The goblin was back. Banging on the bars, darting from one side of the room to the other, cackling maniacally. There was no amount of pain the doctors could inflict that would stop him.

"Come out spidey….come out, come out, wherever you are! **IT'S TIME TO HAVE SOME FUN!**"

Gustav Fiers walked out the door, leaving the demonic voice behind him. His time would come soon, but not yet….Not yet….

* * *

_**OsCorp Tower…..3p.m.**_

"It's about time!" Gwen couldn't believe it, for months her department had been working on a breakthrough idea for a theory on curing the loss of brain cells in humans, specifically in alzheimers patients. Actually taking the suggestion from an example Peter used months ago when he first visited OsCorp, to use the Zebra fish's cells which have the power to regenerate at will, to transfer that into a human's body, without much side effect.

"Well thank the universe for Miss Gwendolyn Stacy!"

She knew that forked tongue voice anywhere. Alistair Smythe, the lead researcher in her department, and the only man she had to answer to, young and attractive but the all around creepiness and obsession he had with her ruined it. With an exasperated voice she replied, "You don't even know what just happened, do you?"

"No, but I'd very much like to..." He stared at her with an uncomfortable smile that Gwen had come to loathe, but she had to tell him.

"Well, you remember my team's theories about the Zebra fish's genes being used for healing purposes? I finally cracked the last equation that could keep the genes stable enough without deteriorating or destroying the host body. This could be huge, absolutely huge!" She was too excited to notice the look of complete disdain on Smythe's face.

"Well, that's great Gwen, but remember how I told you all to scrap EVERY cross-species genetics project since the Connors incident?"

"Actually, you told us to keep go-"

"I said nothing like that," Smythe lied to keep up appearances. In fact, OsCorp hadn't gotten rid of hardly any of the cross-species genetics projects, they had just been dug into the ground for the time being. And Smythe was the one in charge of keeping them running under the radar, evidently not doing a good enough job. "Miss Stacy, the next time you deliberately disobey your superior and then proceed to lie about it, you can forget about a future in OsCorp. Got it?"

Her fists were tense. If Peter were here right now she would actually let him blow his cover just to see Smythe punched across the room and bloody. She manages to squeeze out a simple "Understood." before turning around quickly and heading back to her cubicle in the main office.

As Gwen entered the main office, she noticed the giant television screen turned to Metro News 4, and of course, Peter was plastered all over. Her Peter. Of course, this time it wasn't the usual crappy philosophical debate on whether he was a hero of the people or a menace ravaging the great city, it was footage of a battle taking place. In Times Square. She could never understand how they rebuilt so quickly after the incident with Electro, which practically destroyed everything within 10 blocks of the square. Yet, there he was, swinging building to building, dodging bullets, rockets, and…cars? _"What in the hell…." _Gwen thought to herself before the camera panned over and suddenly she noticed the culprit. Not only was it a mechanical rhino suit, but something about it was strangely familiar…it looked like something OsCorp had designed over a year ago, before the Lizard catastrophe forced them to abandon the cross-species genetics research. All the data and material was destroyed, or so they thought. And yet there it was, a giant slap in the face to her and her colleagues. She turned her attention back to Peter who was still dodging the massive rhino's projectiles. The thing was keeping him on the move, but it would eventually run out, it had to, right? Before she even had a second thought, Gwen was rushing down the hall to the elevator and was out the door sprinting in his direction.

* * *

_**Times Square...Same time.**_

"Whoa there beastie! Down boy!" Peter was trying to make the best of what seemed like an impossible situation. This guy was a giant mechanical rhino….how hard should it be to fight a mechanical rhino? _"Apparently a lot harder than it sounds"_ He thought to himself. That's when he noticed, it had stopped firing. The thing finally jammed. Finally it was his turn. Jumping onto the nearby police car, it was time to turn it around.

"Listen up, fake…rhino…thing! I just have a few things to say before this all goes down. First of all, your costume is terrible, you should be ashamed, real rhinos can't fire rockets! What were you thinking man? And second, a rhino? No, seriously. A RHINO? Could you NOT think of anything more intimidating? A scorpion for instance? Maybe a giant bird of prey even! But a rhino? You must not have been very popular in school, were you?"

He's drawing a crowd, _"Why do I always draw a crowd? Oh yeah, I'm Spiderman. Crap."_

Suddenly, the rhino stands up on two legs, the horn moves up to reveal a cockpit with a man inside. The cockpit opened.

"Hello Spider-boy! Remember Aleksei? He remember you!"

Peter rolls his eyes underneath his mask. _"Again?" _These villains are getting a bit repetitive.

"Oh come on, you again? Seriously dude? Okay this isn't gonna work, either you're walking back into that cell, or I'm throwing you in myself. It's really all up to you, honest Mr. Rhino!" His sarcasm permeated the mask greatly, it was wonderful at times. This time...not so much.

Of course, the cockpit closes, the horn came down over the viewport blocking out any human appearance. The rhino suit whizzed and whirred as the joints loosened up to lower onto all fours...into charging position.

Peter was prepared for this, in fact he was kind of hoping this would happen, it's been a couple weeks since he's had a good fight. "Alrighty, apparently that's is your final answer. Let's go!" He actually comes to regret those words when out of nowhere two missiles fire from the sides of the rhino. "Oh come on! Not even fair." He shouted in his witty Spiderman voice. "_Now would be a great time for that whole spider sense thing to kick in!"_

Just then, he felt everything slow down to a crawl, his eyes drawn to the nearby pothole,_ "Those things are solid steel, if I can get a hold of it, it just might be enough to deflect the two missiles."_ Peter slowly sped back into reality, and was ready to strike. Shooting two biocables through the pothole holes, he launched himself off the car he'd used as a platform and spun left, deflecting one missile into the second, detonating both as a safe distance. Still in mid-air, he spun one last time to bring himself closer to the rhino, he came around again used every ounce of strength he had and smashed the pothole into his horn, breaking off the tip and sending the suit flying into the Starbucks nearby. Rushing over the the downed rhino, he pulled the remainder of the horn up and smashed the cockpit window open with the pothole, before throwing it aside. "You really just HAD to pick this way, didn't you? I mean seriously, why do bad guys ALWAYS pick the hard wa-"

Suddenly, Peter felt a sharp pain in his chest, he looked down to see Aleksei has stuck him with some sort of electronic..prod. He felt his entire body seize up and collapse as the tip of the weapon disengaged the tip and it lodged itself inside his sternum. Hyperventilating, all the air was being drained out of his lungs almost, like his body's moisture drying up through electric shock.

Aleksei leaned over his paralyzed body, grabbing Peter by the throat and pulling him up, he whispered in his ear. "Ahhh, you thought Aleksei was done? No, no. Aleksei is no done with you, boy. Soon you will meet others, yes. You will forget what it means to be hero, and when we are done with this city, you die." He left Peter lying in the street as he climbed back into the rhino suit and charged off down the street.

* * *

Gwen arrived on the scene just a moment too late. The police barricades were up and the NYPD had Peter surrounded with guns pointed at his paralyzed body. "PET- NO!" She caught herself before revealing his identity. She wanted nothing more than to run out to him in the middle of the street and hold him, she had to. She couldn't just stand by while her love, her Peter, laid down and died. She resolved to break through the crowds and get out to him. Before she could, however, she saw Peter slowly prop himself up on a squad car, and hastily shoot a biocable at the nearby lamp post, eventually swinging off and out of sight. Gwen's thoughts raced frantically as she tried to think straight. _"Where the hell is he-" _Her eyes widened as she realized, he was going home. She had to meet him.

Gwen ran two blocks before being able to flag down a cab that wasn't caught in the NYPD blockade. Pushing a $20 bill into the driver's hand, she yelled "West 22nd street, the Dwell apartment complex, and _hurry!_"

The driver was used to this, frantic women always in a rush. "You got it miss!"

_"Peter...I'm coming...I'm coming..."_

* * *

**Well, here we are, the end of the new and improved chapter 1! Originally this was two chapters, but they were so poorly written and short, I decided to combine them both. Please read and review, I love hearing from you guys!**


	2. Chapter 2

_**Hey guys! Here I am with the official chapter 2! I don't know if any of you read the original version for the very short time it was released, but I combined two chapters to give more substance. I hope you guys enjoy and update 4 should be on the way within the next 24 hours! (I had A LOT of time to write today, I wrote over 5,000 words in the span of 3 hours hahaha) Enjoy guys, and I'll see you after!**_

* * *

Peter tumbled through the window of their apartment, swinging through the city with a parasite electrocuting your body isn't the easiest thing in the world, in fact several times Peter thought it would be better just to let himself fall and die. At least then the pain would be done, but he couldn't do it. His eyes darted around the apartment, his vision blurred, Peter knew he was on the verge of losing consciousness, but he had to get rid of this thing. He had to destroy it, but it was too late, he lost feeling in his body, he fell backwards, breaking the dining room table in half. He needed help, he needed Gwen.

Then, at the perfect moment, she burst through the door. With his last semblance of vision and hearing all he could make out was her holding him and yelling in between sobs "Peter! It's gonna be okay, I promise you. You're not going to-"

And it all went black.

Peter woke up after what seemed like seconds, in his own bed. The first thing he saw was the silhouette of Gwen against the sunlight in the window. She was asleep next to him, as if nothing had happened. He could barely remember a thing, until he took a breath and tried to move. A pain worse than anything he'd ever felt shot through his chest, he looked down to see himself in one of his sleep shirts, but something was different. He pulled the shirt up to his chest and undid some of the bandages, and he saw it. Parts of his suit were still burned into his skin, the spider logo was half visible, and slightly to the right of his sternum was a black hole where that thing had burrowed into his skin. After the initial shock he looked around the room to see the evidence of what had happened. Bandages, copper wiring, what appeared to be a car battery, and the shredded remains of his latest suit, all strewn across his bedroom. He turned his head to his left and kissed Gwen's forehead. She had saved his life. Not only did she overload the thing and destroy it, but it was very likely she also jumpstarted his heart again. There was no doubting it, he was dead for a while. Suddenly he heard a voice whisper in his ear.

"Wha-? Pete-? Peter? Peter!" Gwen threw her arms around him in excitement, forgetting everything else, even the immense pain he was in. She was just happy he was alive again. Two days before, when she found him in the middle of the living room, paralyzed and dying, she didn't know what to do but hold him, and pray he would live. After a few moments she noticed what the thing was that was doing it to him, it was electric, that's all she needed to know. Immediately she ran to the closet, where they kept a car battery and some other supplies they needed to ground Peter's web shooters and equipment, just in case. She hooked it all up and turned up the power all the way, and soon as she touched the cables to Peter's chest, the parasite exploded out, leaving a hold burned into it. She was always amazed at how fast he could heal, something that would kill a normal human he could simply shake off as if it was nothing. This time, however, it seemed to be working against him. His whole chest was burned and sizzling, and naturally his body began to heal, trapping part of his suit inside the skin. She had to cut off what she could. Trying to stay calm through the tears and grotesque sight before her, she managed to cut out about 70% of the suit that was burned in, but part of it, including the spider emblem, was trapped, and it wouldn't be coming out any time soon.

"Hey you, how long was I-"

"Two days."

Peter was shocked, he hadn't slept that long in years. Of course, he was also dead for a little bit as well. "TWO? Holy crap, what even- what even happened?"

Gwen looked at him through tear filled eyes, she didn't want to relive it. She was just overjoyed he was alive. "It doesn't matter now. You're here, and that's what matters."

Peter tried to move, but he could tell this was going to be a bit difficult. "Agh! Crap."

"Can you breathe okay?" She tried to make sure Peter didn't need to go to a hospital. No, that wasn't even an option. It would be basically giving themselves up to the NYPD.

"I'll be fine, I guess no more…no more..,Spider-Man for a while…huh?" He shot out between rapid breaths, trying to fill his lungs as much as he could.

"You're right. That's not happening, not for a while. But I'll be right here with you. Every day."

"I would love that….agh….but I need to know what that thing was. Is it still somewhat intact?" Peter had to figure out what it was and where it came from, and if he could, how to prevent this situation from happening again. Since Gwen was still at OsCorp, he figured she might be able to get to the bottom of it, because he had a bad feeling that's where it came from.

"I think so, I can take it to the lab tomorrow and run some tests on it, if you want."

"That would be perfect actually. But for now…I need some food. I'll heal completely….agh…soon enough I'm sure, it just might take….a couple days….agh." Peter was drifting back to sleep, much needed sleep. He had hoped Gwen would stay with him, something he shouldn't have even bothered to wonder.

"Then I'll stay right her with you until I go tomorrow. I'm not leaving you again." His eyes were perfect, even in pain. She kissed his lips for the first time in days. "Get some rest, I love you."

"I…love you too. Always…."

* * *

_Gwen didn't know how it came to all of this. Two years ago, she was the top of her class at Midtown Science High School, her nose always in a book, always the perfect student. She could have had any guy she wanted, in fact all the guys wanted her. Flash Thompson, Eddie Brock, you name it. There was always one boy that she never quite understood though, Peter Parker. Whenever she tried to talk to him, he never could hold a conversation with her, he would always stammer and make some excuse about having to leave. She thought he was just being rude, and yet it only added to the mystery. She always wondered who he really was, and she never knew, until one day. _

_ She remembered it so clearly, sitting in the courtyard of her high school on a table, reading a book. Out of the corner of her eye, Gwen thought she spied a camera, and heard a shutter click. She was right of course, and the boy behind it, none other than Peter Parker himself. She walked over to him as he was fiddling with the camera. __"You wouldn't happen to be taking pictures of me, would you?"_

_Of course, he tried to stammer his way out of it. It was actually kind of cute once she realized that he actually had a crush on her. What's more, it wasn't until she found him standing up to Flash Thompson later that day that she realized….she liked him back. Watching him stand up for a younger kid, and even getting brutally beaten, she realized this was a boy worth fighting for, because to him, everyone was worth the same. _

_ Now, in the present, she shares an apartment with Peter. Going to sleep with him, waking up to him, eating with him, spending her off days and free time with him, totally in love. Most days, she__'s kept busy at OsCorp, leaving at 7 a.m. and coming back around 6 p.m., it was the ideal lifestyle. Of course, not everything was absolutely perfect. Her boyfriend being Spider-Man and all, he would frequently leave in the middle of the night and sometimes wouldn't end up coming back until after the sun rose. She knew it couldn't be helped, that the city needed Peter, and he needed her. And she would always be there waiting for him. _

* * *

Eventually, they woke up, Gwen helped Peter move out of bed and onto the couch. He was healing, definitely, but after a couple of days, when it should've been unrecognizable that he was even hurt, they both started to realize that the scars may be permanent, or at least very long term, though neither of them would admit it. The first batch of tests she ran on the device confirmed what they already suspected. It was a small bug like creature that was designed as almost an EMP for the body, it's function was to overload the victim's bodily electronic functions, and eventually cause death. As Gwen dug a bit deeper, she discovered the only way to get what they needed was to get a new access key. Just then, she remembered the one Dr. Connors gave her when she became head researcher. Of course, they could've taken it away after the incident, but it could still be active. _"It's worth a shot." _She entered the key in the console, and found that surprisingly it still worked. After enough searching she found that, of course, the bug was part of the "abandoned" Special Projects division. She started putting together some of the pieces in her head. _"So…this weapon came from Special Projects….along with the Rhino suit. Whoever is doing this, it they have unlimited access. I've gotta warn Peter." _

This revelation was infuriating, not only did this mean that Alistair Smythe was either involved somehow, or too much of an incompetent ass to see what was happening right under his crooked nose. Before she left, she made sure to take pictures of some of the Special Projects schematics and files she found. If she tried to print or access them in any way, she was sure to be found out, as shown by last time when she tried to access Max Dillon's files without authorization.

After getting what she needed, Gwen calmly got up from her desk and made her way to the elevator. The amount of guards stationed since the Harry Osborn and Max Dillon episodes was ridiculous. It was like a private army stationed in the middle of New York. Of course, that also meant it was one of the most secure places, safe. But not for her. The safest place was the small apartment she shared with Peter. She knew that no matter what came next, he would keep her safe, no matter how much was thrown at them.

As she exited the subway near their apartment, she heard a familiar voice.

"Gwen? Gwen Stacy! Wait up!"

She recognized the voice of the one and only Flash Thompson. He was a jerk in high school, always beating up on kids, including Peter. Though he always had a soft spot when it came to intelligence. He was a smart guy, very smart, but he never let it show. He thought it was weak. Nevertheless, she turned around to greet her old acquaintance. "Hey Flash! Good to see you, how are you?"

"Pretty good, actually. I'm at Empire State now, trying to get into the Criminal Justice program."

Gwen was actually impressed. "That's wonderful Flash, I always knew you had it in you, honestly."

"Thanks, I appreciate it. By the way, how's Parker? Last I knew you guys were living in Manhattan, still working out?"

She knew he didn't mean anything by it, he resigned himself long ago to the fact that she and Peter were in love. "Yeah, yeah we're in the city now. Both of us are actually at ESU too, I'm biochemistry and he's photography."

"No kidding? Sounds awesome, we've gotta all hang out sometime soon, even Mary Jane's back in town!"

"MJ? Really? I thought she was off to LA…" Mary Jane was Gwen's best friend in high school, she was the compliment to Gwen, the one who took the guys off her case so she could study and keep top of her class. She hadn't seen her since graduation, when she announced she was taking off to California to become a movie star, apparently it didn't work out.

"Yeah, she's working on a theater degree now, wants to be on Broadway and all that. But anyways I gotta head out, hit me up on Facebook and we'll all get together soon. Tell Parker I miss seein' him!"

"I will, bye Flash! Nice seeing you too." She actually meant it for once. After high school it seemed like everyone leveled out, all their hopes and dreams that were above and beyond suddenly got brought back down to earth, all except hers and Peters. It was a blessing, really, and nobody had any idea. _"Enough reminiscing, I have to get back. I don't have time." _Gwen brought herself back to the present. Yet another thing nobody had any idea about, was that she and Peter were the only two that could stop whatever was happening.

* * *

_**Ravencroft Institute for the Criminally Insane…midday…..**_

"The Rhino did as planned. I was afraid a mobster like him wouldn't be able to handle it, but I stand corrected." Fiers had watched everything unfold from afar. He had always preferred it that way.

Harry formed the smallest smile across his thin lips. "Good. Let's start on the others. Any more takers?"

"A few. One of them, Mac Gargan, is a failed OsCorp experiment. An attempt to recreate the Spider-Man. They tried to infuse him with the power of a scorpion and turn him into a spider hunter, but they just ended up driving him insane. For some reason he's hellbent on bringing down the whole city to find the boy.

"I think we can fit him in. Where is he?"

"Actually, he's here in Ravencroft."

Harry's eyes narrowed a bit. "Then get him ready. Anyone else?"

"Adrian Toomes is one that caught my eye. A former scientist obsessed with birds, he tried unsuccessfully to build his own flight suit and defeat Spider-Man. Back in the Special Projects vault I noticed a wing suit, I figured he'd be another one to start with."

"Then what are you wai-" Harry felt it coming, the voice inside his head screaming to be let out.

_"Come on, damnit! You know you want to have some fun...hahahahahahahahahaha!"_

"NO!"

It was happening again.

Fiers was on his last leg, the kid needed to find a way to keep his "other half" in check. "Damnit. You need to get a hold on this…thing."

Harry burst up from his seat, eyes glaring daggers into Fiers', he watched as his eyes began to glow bright green.

"Don't you think I've tried?! How the hell do you think it feels to have two different people living inside you? Agh!"

"Well we better find a way, otherwise I'm not going to be able to get you out."

And with that ultimatum, Gustav turned and left Harry to his transformation. Remembering Norman, and the promise he made. "I told you I'd take care of him. That'd I'd help him, but only as long as he suited my needs. He better learn to control it or else that time will be up soon. Very soon."

He rounded the corner of the hallway into the high security ward where Gargan was being held. This was the section of Ravencroft that was completely shut off from most everyone on the outside. This is where they kept the most physically capable and dangerous patients. _"Perfect place."_ Fiers thought to himself.

As he opened the cell door to Gargan's chamber, he noticed something was off. There were no guards stationed in the room….or at least not anymore. Suddenly he felt something watching him, and he looked up just in time to see Mac jumping down from the ceiling, pinning him to the floor.

"WHO THE HELL ARE YOU? YOU GOT FIVE SECONDS OR I'LL-"

"I'm the man who gave you the offer. Without me, you don't get your freedom back. Remember?"

Gargan's eyes widened as he let up off of Fiers and helped him to his feet.

"Damn, sorry. Been a bit jumpy lately."

"I can tell. Let's go."

Gargan followed Gustav out of the room into the hallways. He couldn't believe he was free finally. And this guy just walked wherever he pleased, no one tried to stop him. It didn't feel right.

"Are you ever gonna tell me what this is all about? I gotta right to know." Gargan always jumped at the chance to wreak some havoc, he just wanted to know why the hell some guy in a fedora suddenly decided to bust him out.

Gustav stopped suddenly and without turning to face him, simply uttered one word. "Spider-Man."

Mac's lips pursed. This was it. The real deal. "Then lead the way, fancy man."

* * *

_**OsCorp, Special Projects Vault….later that night…..**_

"Okay, so what the hell are we doin' here? I thought we were havin' some fun!" Mac Gargan was shaking with excitement at the prospect of drawing out and killing the little spider kid.

"All in good time, Mr. Gargan, just follow me. You'll want to see this." Fiers opened the door, and the 6 vaults around them opened. The first held the flight suit Harry stole all those nights ago when he first took the serum that drove him insane. The second held a winged flight suit, the next was what appeared to be robotic octopus arms, and after that, was what they were here for. What appeared to be a green body armor suit from the front, with a giant scorpion tail protruding from the back. "So, are you ready for this?"

Mac's eyes widened a bit, he wasn't expecting this. "So, this thing's mine?"

"If you survive the bonding, yes. But I'm fairly certain you will. Ready?"

He was already inside entering into the suit while Gustav was talking. "You betch'your ass I'm ready. Let's get this started!"

"Very well." Gustav walked over to the vault console to monitor the bonding process. Once the two were together, the suit would be compatible with his DNA only, he could enter in and out of it at will, and it would enhance any abilities he already had as well as provide healing treatments to a lesser extent. "This might be a bit painful at first, but if it works, you'll have all the power in the world."

The process began. From all the major joints and parts of the suit, the limbs, the chest, and the head, small needles injected themselves into Gargan's body. It was combining itself with his DNA, it was becoming a part of him. The process was absolutely excruciating to watch, let alone experience, but Fiers was pleased with the results thus far. The suit would no longer just be an exo suit, it would be an extension of his body, unlike the Rhino suit.

"AAAAAAAAAAAAGGGGGGGGHHHHHHHH I FEEL IT. IT'S…..ALM- ALMOST…THEREEEEE AAHHHHHHHH!" Gargan's screams echoed off the walls, and if the vaults hadn't been sound proofed and so far underground, everyone in the city would've heard him.

Finally, it was done. Mac's body relaxed, and he almost fell over, if not for his tail catching him. It felt natural, suddenly. Like this is who he was mean to be. "Well boss, I'd say it worked." He wasn't just Mac Gargan any longer, he was the Scorpion.

A small smile escaped Gustav's lips. "I'd say so as well. There's something you should know also. You're not the only one."

" 'Scuse me?"

"You're not the only one I've contacted. Right now we have one other….associate….in the field. Aleksei Systevich. He's taken to calling himself the Rhino. You'll both be working together, along with any others we bring in."

"The Scorpion and the Rhino….sounds good. Where's he at?"

"You'll just have to find him yourself. And make sure you don't take the back roads, either. We want the city to know who you are. If you understand, that is."

Scorpion smiled, "Oh I got it. Time for some fun…" And with that, he decided to test his new found abilities. "Hey boss, this all solid rock?"

"I believe so. Why do you ask?"

"You'll see." All of a sudden, hit tail erupted with a caustic liquid substance all over the wall, after the hissing and smoke had ceased, a large hole was burned in the solid rock.

"Some of the strongest acid in the world, developed by OsCorp of course. Hydronoxide Corosis." Gustav informed him. "Have fun."

"_2 down….3 to go….." _He thought to himself. As soon as he was sure he was alone, he turned to the 6th vault, opening the door and stepping inside.

"Hello, my friend. Your time will come soon, I promise."

Fiers was addressing none other than the frozen corpse of Norman Osborn.

* * *

_**Peter and Gwen's apartment...**_

A week after the Rhino's attack, Peter was healing slowly. He was still having some trouble breathing, and the scraps of his suit burned into his skin were still visible, but the hole in his chest was closing up little by little each day. Finally, he had a break from Spider-Man, from everything in fact. He hadn't left his and Gwen's apartment since it all happened. It gave Peter a chance to slow down and figure things out, as well as it brought him and Gwen some much needed time away from everything. She had the month off of classes so that she could take care of him, under the guise that Peter had broken his leg and was completely immobile. What a perfect woman she was, she could save his life, lie when she needed to, and even hack one of the most secure buildings in the entire world. If he didn't know any better, he'd say she was made for him.

"Hello there Mr. Parker." Gwen snuck behind him on the couch, trying to get the jump on him, but she still never could.

"Oh yeah...you caught me...oh!" Peter feigned surprise like always. Gwen smacked the back of his head.

They had an interesting relationship at times.

Gwen laid down on the couch, propping her legs up over Peter's. and pulling out her laptop to finish up some homework. It was these moments that she loved. Just being with him made her the happiest woman alive.

"Gwen, we've got to figure out what to do next. I can't just stop being Spider-Man forever."

She had almost completely forgotten. He still had another life, a life of serving the city, of protecting the innocent. No matter how much the city needed Spiderman, she needed Peter Parker more. _"So selfish." _She thought to herself. She couldn't help it, she new that Peter was the only one that could stop all this, but she just couldn't let him go...not again. "I know, Peter, I know. It's just..."

"I-I, look, I know you don't want this to happen again, I do. But isn't there a way we could improve the next suit? Ground it somehow?"

Gwen pursed her lips. "Your next suit? It's a bit early to be thinking about that, isn't it? I mean, it could be weeks before you're ready to go out again." She couldn't believe she was hearing it. She didn't want to hear it.

Peter looked incredulous, totally clueless to her clear distress. "Gwen, even if it takes a while, I need to start working on it now. Like, right now. I've already got some ide-"

"I can't do this right now Peter. I just can't." Gwen shot up from the couch and hurried to the window, looking across the city skyline. She couldn't bear the thought of losing him, this time ACTUALLY losing him. Choking back tears, Gwen let it out. "Peter, if you go out there before you're fully healed, you will die. Do you hear me? You will die! And I..I can't take that. I-I can't do it."

Peter pulled himself off the couch and took his place behind her at the window. He laced his arms around her waist as she turned to him and buried her face in his shoulder. Tears streaming down her face. "Peter...I'm sorry. It's selfish, I-I know. I just ca-"

Peter cut her off, pulling her away from his shoulder so he could look her in the eyes. "Calm down, hey, calm down. Gwen, look at me. I am not going to die. Not now, not tomorrow, not in a month. As long as you are breathing, so am I. Have you ever known me to break a promise?" His mind drifted back to Captain Stacy, Gwen's father. The promise he made to a dying man...

_"Leave...Gwen..out of it."_

He tried, with all his damn strength he tried. He just couldn't keep it. It was the one thing he hated himself for more than anything. "Don't answer that."

Gwen couldn't help but let out a laugh. Somehow, she knew in her heart that Peter would never break his promise. He never has before, and she knew he wouldn't start now. She leaned up and kissed him, her eyes dropped slowly to the exposed bandage on his chest. She traced the outline gently. "I love you, I always will."

Peter smiled. "You sure about that? 'Cause I've uh, I've been known to be a pretty big idiot at times, according to som-some women."

"If you're talking about me, I mean it in the nicest way possible. Now, let's change that bandage. Bathroom, now."

* * *

Peter dreaded the bandage changing. New bandage meant more antiseptic fluid, which meant more burning like acid.

_"Damnit." _Was the only word that came to mind and Gwen unwrapped the blood stained white gauze from his body. He watched as the half visible spider logo came into view. It was a constant reminder of his closest call with death, and it gave him new purpose.

"Do you think it'll ever go away?" Gwen asked, not looking up from her work, but focused on cutting the new bandage wrap. She glanced for a moment at his chest in the mirror. She was used to him bursting through the door or open window covered in blood and bruises, but this was different. It was more permanent, and it was one of the only things she's never been able to fix when it actually mattered.

"What, the spider? Maybe, maybe not. Hard to say. Honestly, I think it'll catch on. Give it a couple weeks and who knows, you might even find this new battle scar sexy."

"Do you want me to burn you with this stuff on purpose?"

That was the worst threat anyone had ever given Peter, some of the most excruciating pain he had ever felt in his life. "No mo- I mean Miss Stacy!" He quickly shot back at her.

Gwen finally looked up at him with the face that said he better take it back "Uh uh, so what was that again?"

"Oh, nothing, don't worry. Please continue with the torture, I mean, medical attention."

It was time to apply the antiseptic formula and wrap the bandage on him again.

"Okay, hold still, and here's a towel to bite on." She put the towel in his mouth before counting down so he would be ready for the pain. "3...2...1...here goes!"

"NYAGGGHHHHHHHHH!" Peter screamed through the towel. He had survived gunshots, falls from the Empire State Building, and no small amount of poisons, and this...this topped them all just about.

"There! All done! Now, would you like a lollipop?"

Peter tried to stand up, but fell right back onto the chair. This whole "Taking it easy" thing was getting annoying.

"Watch...Watch out Stacy, you just...might find yourself in a situation you can't get...get out of." Peter managed to quip back at her between short gasps of air.

Gwen didn't know if she should challenge him or not, considering what he just went through, but she couldn't resist. "Or what?"

Obviously he had been saving his strength, because in an instant they were on the couch with Peter on top of her. "Or this might happen."

She couldn't help but smile and laugh, something that Peter loved all too much. "Only if you have the energy Peter, I don't want to tired you out too quickly."

Peter loved being challenged. "Oh no? You wanna bet?"

* * *

**_Laying the ground work for the story little by little. Like I said, another combined chapter, less updates, MORE substance and dialogue, what we all love, right? Right? Okay, maybe. _**

**_Anyways, please review, as always it is much much appreciated! _**

**_Auf wiedersehen!_**


	3. Chapter 3

**Hey guys! So...I know some of you might be pissed at me for not updating for a long time here. I know it's frustrating, but after a little while, I kind of lost my touch. I hit a wall randomly while writing this chapter, and I just could not figure out what to write for the life of me! But I guess better late than never right?**

* * *

Peter awoke to the soft sound of Gwen's soft breathing on his chest. He turned his head slightly and checked the time on his phone. _"2:30? Jeez. Twelve hours felt like nothing." _Turning his head back around he looked down at Gwen's face, so calm, so at peace. Peter wished every night could be like this. Through all the fighting, the danger, _the death. _She must have noticed the change in his breathing pattern, because in an instant she was awake and looking him in the eye.

"Well, morning." She smiled.

"Morning? It's 2:30." Peter then remembered, he fell asleep on the floor, how did he get into bed? "Um, by the way, how did we get here?"

Gwen looked puzzled. "What, here in bed?"

Peter nodded.

"You don't remember taking a shower with me? I cleaned you off and stitched your shoulder up."

Peter's eyes widened. "Wait...you and uh, and me? We...uh..."

Gwen nodded furiously. "You don't remember."

Peter shook his head in disbelief. "No...no I-I don't remember anything past falling on the floor. Was I a pain?"

She smiled, "Peter, you're always a pain."

Peter kissed her forehead and she dove her head into the contour of his arm. "Only for you. Let's get back to sleep."

"Good…" Gwen yawned in the middle of her sentence. "….idea. Sorry"

"No worries, I love you."

"I love you too. Always. " She replied somberly. Gwen checked the time again, _"2:35? Jeez. And I have that stupid exam in 6 1/2 hours." _She sighed, closed her phone and turned back over to Peter, he was still asleep. It was the only time she ever saw him so peaceful.

So many near-death experiences, so much fighting. Sometimes it all became a bit much, but it was moments like these she held on to.

* * *

The dreams were getting worse. Every night was the same...

_She woke up to the sound of scraping, though Gwen didn't know where it was coming from. Looking at her phone, she saw the time said 3:04. In her mind she knew this happened before, and how it ended, but she couldn't keep from going through with it every night. Cautiously she slips out from under Peter's arm and out of bed. Walking towards the bedroom window, she notices the scraping has stopped. Slowly she pulls the curtain back and is met with the eyes. Good god those eyes...and the cackling_

_"Hehehehehehehe! Won't you come out and play with us?" The half human, half demonic voice screams at her as the dream cuts out. _

* * *

"Gwen! Gwen it's me!" Peter's shouting over Gwen's sobbing trying to calm her down. "I'm here, Gwen, Gwen I'm here, just-"

"Peter, it's...I can't...it's horrible. I can't take it." She looked at Peter, her eyes red and puffy from crying. "Every night, I can't help it."

"I know, I know you can't. Look, we're going to get you some help, okay?" Peter was serious. Whatever it took, they were going to beat this. He brushed her hair out of her face and behind her ear. Looking into her beautiful green eyes, the look said it all. "I love you. I'm, I'm not going anywhere, you know that. I-I know you do."

Gwen shoved head into Peter's arms and moaned. "I just...I want things to be normal again, you know? To have a normal life, a normal relationship, and to be able to sleep before a damn test!"

Peter couldn't do anything but wait. He could only hold on to Gwen and hope that she could fall asleep on her own again. "Shh...It's gonna be fine. I swear it. Whatever happens, we're in this together. But for right now, you gotta sleep, Gwen. I'm not going anywhere, we can stay like this."

Gwen pulled a thumbs up into his view, and lay in his arms, motionless. Peter stayed alert until he was sure she was asleep, before pulling her out of his arms and gently resting her beside him on her side. He placed his arms around her and pulled her close so he could sleep as well.

_"I promise you." _He thought to himself. _"We'll have all of that, one way or another."_

* * *

_A few days later..._

Gwen sat on the couch of the apartment, stretched out across the couch in black sweatpants and an Empire State University sweatshirt with the faint blue light of her laptop reflecting off of her green eyes. She had been trying for over an hour to finish the stupid essay on freshman biology her professor assigned. Being an ESU student wasn't challenging, just annoying. She knew all of the biology materials, but she had to _prove _it to everyone else. The dark orange evening sky illuminated the room through the windows. She brushed a lock of hair behind her ear, and heard a familiar sound. She knew the sound anywhere...webs slinging. Peter was home early from work.

She watched as the deadbolt turned and Peter practically fell in the door, fumbling with the keys trying to pull them out. "Well I wasn't expecting you so early!" She got up from the couch to greet him.

Peter looked at her with that manly-yet-goofy smile she had always loved. Even in the ratty skate shoes and worn hoodie, he was so handsome. Sometimes she became so comfortable in her time with him that she wouldn't notice, and other times where she would look at him and be struck dumb. He was all hers, and she was all his.

"Well y'know- What I mean is-"

She cut him off with a kiss. A deep, passionate kiss that said more in a single moment than an entire conversation. Peter kissed her back and then pulled away for a moment.

"Was that meant to shut me up?"

Gwen feigned a look of insult at the accusation. "Peter Parker! I would never..." She couldn't keep a straight face, and fell into laughter.

Peter laughed with her. "That's what I thought." Then he pulled her into him for another kiss, this time they didn't stop. Feeling their way back to the couch they fell down into each other.

Gwen loved him, more than anything she knew that. All of her emotion she put into action, words didn't matter anymore. Yes, being an ESU biology student was annoying, but being an ESU biology student _and _living with the man she loved so much was no problem.

* * *

As dawn came, and dawn gave way to noon, and noon gave way to to evening, Peter found his day off to be maddening. Gwen still had school in the morning and work until 6, so until then, he had nothing to do. Peter figured it would be as good a time as any to finish some of the biology homework he'd been putting off since Monday, but as he stared at the screen for two hours he decided he would BS his way through it the night before and still get a 90% as usual. Once it finally hit 5:30, Peter decided he couldn't stand it anymore. He would visit Gwen at OsCorp and whisk her off into the city nightlife.

He stepped out onto the sidewalk outside the apartment, and called a cab. "Taxi!" He whistled before thinking to himself, _"Wait...Why in the crap am I calling a taxi? I'm freaking Spider-Man..."_ With that he hopped back upstairs to eagerly change into the blue and red spandex he hadn't worn in days. It almost felt foreign in his hands since that day with the Scorpion...running his hands over the shoulder he expected to feel a giant gaping hole, but it wasn't there. It was as good as new. Gwen always took care of him, even when he didn't know it. After slipping on the suit and filling a backpack with normal clothes, he headed out the window towards OsCorp.

Peter would never have guessed that his life would revolve around OsCorp so much. But it did. The birthplace of all his enemies was here, but so was the love of his life. He couldn't ask her to give it up. He walked up to the receptionist, unfortunately the same woman he had lied to almost a year ago to get into the building so he could see Dr. Connors for the first time.

"Um, hi." No matter how many times he came here, Peter never could figure out how to talk to this lady.

She simply stared at him with an expectant look, she was used to men telling her exactly what they needed right as they walked up. Not this scrawny kid. "Welcome to OsCorp, how may I help you?"

"Uh, yeah, I- uh," Peter fiddled with his backpack as he tried to keep his train of thought. "Do you- do you know how I can get to, uh, the genetic research lab?"

The receptionist just stared him down as if to say _"You don't have clearance, now get out." _

"My girlfriend is Gwen Stacy, she works on that floor." He clarified before she had a chance to call security. "She's expecting me."

"Alright, no problem, genetics is on floor...36. Enjoy your time at OsCorp, Mr...?"

"Park-Parker. _Peter_ Parker." He stammered out as he walked towards the elevators.

* * *

Gwen was tired. No, tired couldn't even explain it. She was dead. For days now, she and her team had been working on what they thought was a breakthrough on a cure for Alzheimer's, only to have it fail again and the board shut them down completely. After everything that'd happened over the past month, she just wanted to get away from everything. From school, from OsCorp, from Smythe. She shuddered at the last one. Alistair Smythe was young, rich, handsome, everything a woman should want. Except he was insane, creepy as hell, and an arrogant, power hungry bastard.

She put her hair up in a pony tail, the universal signal for "I don't care about anything" days, and grabbed her empty coffee cup to refill it out in the hallway. As she stood at the coffee stand, she saw a tall, awkward form step out of the elevators in jeans and even a nice shirt. It was Peter. Her Peter. She turned around quickly and gripped her coffee cup with both hands, pretending not to have noticed him. Suddenly she felt two arms wrap around her, embracing her completely.

"So here's what's gonna happen. You're gonna pack your stuff up, and we're gonna- we're just gonna leave. We're going to dinner at that Korean place you love so much, then take a walk downtown, and watch a movie at home. No questions asked. Got it?"

Gwen smiled so hard she had to cover her mouth to keep from giggling like an idiot. She turned around and looked at him in disbelief. Gwen couldn't believe how much better her evening was about to become.

"Sounds...Sounds good! Let me just get my things and we'll get out of here!"

Getting out was certainly easier than coming in.

* * *

**Well here you are! I know this one's a bit shorter than previous chapters, but it's been about a month, and I'm trying to find my footing. So I pray that you'll cut me some slack. I hope you all enjoyed this chapter! I know some of you are also not too happy about the "False" buildup for the Sinister Six, but don't worry, just hold on for the ride! As always, please please review. I want to hear form you guys! I really do. **


	4. Chapter 4

**Hey guys! Here it is, chapter 7...It may be a bit short, but I hope you all enjoy it! It's 100% Peter/Gwen stuff, not really plot thickening (or maybe it is...muaha?), don't worry, I still have the same plot idea in mind I did before, it's just getting back into the swing of things (No pun intended) after such a long time off. Please read and review! I really would like to know what you all think!**

* * *

"Seriously? The movie wasn't THAT bad!"

"Peter, _The Expendables _was probably the worst movie I've seen since that stupid _Teenage Mutant Ninja Turtles_ remake!" Peter suggested they go see the new Expendables sequel since she had picked the movie last time.

"Oh, you mean since last week? Come on, tha-that movie was way worse." Peter tilted his head at her and gave a wry smile, just like he always did when he was sure he was right.

Gwen playfully punched his shoulder. "Oh shut up. You're the worst!"

"And yet you love me." Peter turned to face her and walked backward, eyes trained on Gwen's. Somehow he still didn't quite understand how, of all people, she had chosen him.

Gwen turned away after a moment and stifled a giggle. "And the worst part of all this, is you're right. Come here." She stopped and pulled Peter in for a kiss, not too long, but just enough to get her point across. A simple interlocking of their lips in the middle of the sidewalk, Peter inched his arm around her to the small of her back and pulled her close before pulling apart and looking down at the sidewalk sheepishly.

"Uh..." He scratched the back of his head nervously. "You, uh, you think we should head home?"

Gwen moved closer and put one hand under his chin and pulled his face up to look in her eyes. "Oh no you don't, bug boy. None of this sad-face doe eyed seduction!"

Peter's eyes widened. Tilting his head and batting his eyes, feigning childish innocence. "Why...what ever do you mean?"

"I hate you sometimes, you know that?"

"Yeah I know, come on, let's get back." Without warning, Peter wrapped an arm around Gwen and she instinctively wrapped both arms around his slim but strong torso. She watched as one biocable shot into the night sky, catching an almost invisible anchor and pulling them into the sky, into the world.

* * *

_Weightlessness...down...up...again, weightless. _

The feeling of swinging across the Manhattan skyline is a hard one to describe. It's different than flying, you're not completely free. When you're relying on an anchor such as the biocable, it can be daunting, like swinging from vines that you shoot out of your wrists. One wrong move, or a faulty piece of cable, and you could be done for. After months of swinging across the city, it had become almost muscle memory for Peter, he was totally confident in his abilities, sometimes a little over confident. But Gwen wasn't afraid anymore, she knew he would never let her go, and she was completely safe. No matter how much her stomach turned in the short trips between apartments.

Gwen looked up at her boyfriend's face and smiled as much as she could. _"This is my man, mine. This extraordinary person loves me." _She thought to herself, and her happiness soared. She couldn't wait to get back.

"Hey!" She yelled over the rushing sound of the wind and the sounds of traffic down below, but obviously it would take a little effort to get bugboy's attention. She pulled one hand open and pinched his back as hard she could to get his attention. It worked.

Peter flinched in mid air as he shot another biocable towards the corner building. "Ah! The hell! Something wrong?" He looked down at Gwen quickly, trying to assess what could've gone wrong.

Gwen looked at him sheepishly. "About how long until we get back, do you think?"

Peter glared at her as they swung upwards on the cable, then looked forward as he released and shot another.

Putting on her innocent face as best she could, Gwen yelled, "Just wondering!"

Peter sighed, "So that's why you-ugh! You scared me for a sec, you know that? Few minutes I'm thinkin' "

"He-he, sorry!"

* * *

It wasn't long before they arrived back at the apartment. Landing on the fire escape just outside the living room, it brought back memories of Peter stumbling onto the stairs outside Gwen's bedroom when she lived at home, with all kinds of bruises and broken bones and blood everywhere. No more, it was their home.

Peter fumbled through his pockets, feeling for his keys. Being Spiderman, though, things tended to get left behind, or dropped 300 feet above the streets of New York City.

"Where are those freaking- mother _hugger_." His eyes widened. "Uh-Gwen? I...uh...I think I might've..."

"Oh so _now _you want my help?" Gwen played with him, it was always so easy. Probably because he was so innocent most of the time, it was mean, but entertaining.

Peter raised his hands to protest, but she shoved a finger to his lips to silence him. "Nope! Don't even. Next time you just might be on your own, _Parker._" She pressed her finger into his chest as she said his name, for emphasis. Sliding the finger seductively back up to his lips, she turned to unlock the window. "You know, you really should stop leaving your keys all over the city, eventually someone'll find their way back here."

Peter stepped into the apartment and looked around the dark room for a moment, he turned and offered a hand to help Gwen down form the window ledge. "Yeah...yeah I know. But I-I-I-I mean Spiderman doesn't have pockets, and if I'm carrying around a giant keychain it just wouldn't look right!"

"Well, maybe you just need to start taking me with you" Gwen motioned her hand down her body, offering herself to him.

Peter nodded frantically as he always did when she made him nervous. "Yeah yea-no. Not happenin'." He stepped closer and pulled her into him, "I'll tell you what IS happening though"

Gwen put on her thinking face for a moment. "Don't you mean _show _me?"

"Oh shut up and kiss me."

* * *

_"Harry!" _

_The creature turned to look at his former friend, hands clasped around Gwen's throat, holding her over the water of the East River. "Oh, my boy! Harry's not home right now, but I'll take a message!"_

_Peter's eyes narrowed. "Harry this isn't you! I-I know you're still in there! Just...just please give her to me. Please!" He tried to plead with his friend, somehow he though he could get through to Harry underneath. He was wrong. _

_"You'll have to try a little harder than that, Spiderman! Let's see how if the itsy-bitsy spider can fly, shall we?" Harry's grip loosened, and Gwen slipped through his fingers, falling into the darkness below._

_"NO!" Peter screamed at the top of his lungs as he dove headfirst down the bridge, the love of his life falling like deadweight to the water below. He knew it wasn't real, that this was all in his head. He watched as Gwen fell faster than he could possibly reach, and suddenly he stopped in mid air. All he could do was watch as his love fell through the water, shattering the surface like metal hitting glass, with a sound twice as loud. _

_And he awoke._

* * *

"GWEN!" Peter couldn't stop himself from yelling as he lay stationary in bed. He was dripping in sweat head to toe and on the verge of hyperventilating. Originally nestled comfortably into his chest, Gwen shot up, at first in terror, before realizing what had happened. It was another dream, a nightmare. Since the incident with Harry, Gwen had been having dreams, but she hadn't known about Peter's, who could usually hide them pretty well, until now. None of the earlier dreams had been as bad as this one, he felt physically helpless as his already erratic breathing became dangerous, his chest fluctuating up and down with an incredible amount of force, enough to put fear into Gwen's eyes.

"Peter? Peter!" It took a moment for Gwen to fully register what was happening in her bed. Flinging the sheets off of her, she repositioned herself straddling Peter, and took his face in her hands. His eyes filled with an almost childlike fear as he stared at her. "Peter, Peter shush, c-calm down. Yo-you have to breath, I need you to breathe, just like me...slowly. In..." she inhaled and exhaled, motioning for him to follow her pattern. "...And out...again. Peter...listen, y-you have to listen. It's only going to hurt more if you don't calm down."

He reached one hand up to her face, drawing his right thumb across the creamy skin of her cheek. He had to make sure this was reality...that it wasn't another dream world. "Gwen...y-you-you're...a-a-alive" Peter's eyes fluttered as he became exhausted, the heavy breathing had tired him out.

She noticed his eyes slowly closing and his breathing becoming more erratic, she had to shake him back to her.

She decided to try something different. Gwen pulled herself up to lead back on the headboard, and pulled Peter's head into her embrace, the opposite of their normal sleeping position. "Peter! Stay with me. I'm right here, I always will be, but you have to stay with me. I'm just fine. Remember your breathing." She had hoped the warm embrace would help bring him back to her, the familiar feeling of that safe place. She wanted him to be okay, no, she needed it. He didn't just give New York hope, he gave her hope as well. No matter what happened to them, she knew that he was always thinking of her, always looking out for her. Sometimes she wished that she could do the same for him. But how in the hell could she do the same for Spiderman? She pulled Peter's head closer to her mouth, and kissed him on the top of his head before shedding a tear.

"How the hell am I supposed to help you? I feel so...s-so _damn_ helpless sometimes, Peter." She whispered, just loud enough for her to hear her own voice faintly. "_I need you. Plain and simple. Forever."_ She screamed it in her hand over and over. One day, it would happen.

A few more minutes passed, and Peter's breathing slowed gradually. After it returned to a safe level, Gwen wiped her eyes, and reached over to the nightstand and pulled the chain, filling the room with a dim, incandescent light. She pulled the drawer open and grabbed an orange pill bottle prescribed _"800mg Ibuprofen- 36 tablets. Take 2 per day by the mouth with food or drink, refill as advised by doctor."_ Pulling two out of the bottle, Gwen quickly ran to the bathroom to fill a cup with water for Peter to take with the pills.

Seeing what was in her hand, Peter's eyes widened again with a look that said _"Seriously?"_

"Yes, bug boy. Even Spiderman has to take painkillers every now and again. Yes, how do you think I got you asleep long enough to peel that suit out of you?"

"I-I-I'm...sorry" Slowly regaining his consciousness, Peter ran the palm of his hand over his eyes to block out the light from the bedside lamp. The realization hit him and he shot the hand back down at his side. "W-wait...y-you _roofied_ me?"

Gwen shrugged. "Sometimes it's gotta be done. Come here." She pulled Peter up straight and ripped the blankets off of him. She handed him the cup and pills and pointed straight in his face. "Take them. I'm serious." she glared at him before walking back to the bathroom.

Peter saluted her weakly. "Aye aye captain. Wait, what are you doing?" He called after her as he heard the shower water running.

"I'm getting a shower started!" She called him the bathroom. "I'm not sleeping in a bed with you smelling like sweat and nightmares."

After downing the pills and the water, Peter slumped back into the harem of pillows on the bed with a weak groan. He reached over and checked the time on his phone, "You do realize it's 3:37 am, right?"

"And you think I care?" Gwen called back. She always knew how to push him right back.

"Apparently not." Peter sighed.

"Oh, don't worry, it's not like you'll be alone in there anyway." She coyly sang to him from the bathroom, and before she knew it he was in the doorway pulling off the remainder of his clothing. Gwen shook her head.

_"Reflexes."_

* * *

****And now to address my absence: I'm sorry for my absence, I just had some stuff I had to take care of which included a new management job, some personal issues, money troubles, etc. So this just kind of fell by the wayside, but don't fear! I'm back, and I'm hoping to keep this updated as often as I can manage. In the next couple of months I'll be finishing up some online classes so I'll be able to write a lot more, and I'm also taking a week long trip home to Lakeland, Florida on Monday. So on the 12 hour drive I'll have plenty of time to write!****

****ALSO, one last thing! I'm looking for a beta reader, someone that knows the characters and material well, and is able to proof read and catch grammatical and continuity errors and is willing to help flesh out the dialogue if need be. Serious inquiries only, if I may make that humble request! ****

****Danke für alles, und für jetzt Abschied!  
(Thank you for everything, and goodbye for now!)****


	5. Update

**So...one more quick update. I actually consolidated the chapters from eight down to four. I combined the first and second chapters, and the third and fourth to make larger chapters with better substance and A LOT of editing (God, my writing style has changed even in just a couple months, crazy.) So, that being said, you guys can reread them and things will make a little more sense and may fit better overall. I spent a lot of time tonight rearranging the chapters and getting them into the correct *new* order, so if there was a little period with a couple duplicate chapters, I apologize! It's all good now. So anyways, from here on out, that will hopefully be the format: Less frequent updates, more stuff in each update. Like I said before, I'm going to Florida for a week on Monday, so on the 24 hour round trip drive, I'll have a heck of a lot of writing time! **

**And as mentioned earlier, I am looking for a beta reader. Preferably someone who has written a story or two in this same vein (Whether it's Marvel, Spiderman, Peter/Gwen, etc.) and who is able to proof read well and catch not only spelling but dialogue and plot errors as well! Just PM me if you would like to do it! **


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